UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM 13F
                              FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: DECEMBER 31, 2012
                                               -----------------

Check here if Amendment [  ]; Amendment Number:
                                               -----------------
     This Amendment (Check only one):     [  ] is a restatement.
                                          [  ] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:          ULYS, L.L.C.
Address:       750 Lexington Avenue, 30th Floor
               New York, NY 10022

Form 13F File Number:  028-14595

The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.*

Person Signing this Report on Behalf of Reporting Manager:

Name:          Raymond Debbane
Title:         Sole Member
Phone:         (212) 371-1717

Signature, Place and Date of Signing:

/s/ Raymond Debbane               New York, NY               February 8, 2013
-------------------               ------------               ----------------
[Signature]                       [City, State]              [Date]


* The Reporting Manager does not have formal investment discretion with respect
to all of the securities in the indicated rows, but may be deemed to be part of
a group exercising such investment discretion. Such group, if any, would include
the managers identified in the column captioned "Other Managers" relating to a
given issuer. The filing of this report shall not be deemed an admission, for
purposes of Section 13(f), 13(d), 13(g), or 16(a) under the Securities Exchange
Act of 1934, as amended, and the rules thereunder, or for any other purpose,
that the Reporting Manager or any Other Included Manager exercises investment
discretion or is a member of such a group with respect to such securities.
Reference is made to reports filed under Sections 13(d), 13(g), and 16(a) for
additional information with respect to such beneficial ownership and/or
pecuniary interest of the Reporting Manager, any Other Included Manager and
related entities.




Report Type (Check only one):

[X]     13F HOLDINGS REPORT.  (Check here if all holdings of this reporting
        manager are reported in this report.)

[  ]    13F NOTICE.  (Check here if no holdings reported are in this report,
        and all holdings are reported by other reporting manager(s).)

[  ]    13F COMBINATION REPORT.  (Check here if a portion of the holdings for
        this reporting manager are reported in this report and a portion are
        reported by other reporting manager(s).)



                             FORM 13F SUMMARY PAGE

Report Summary:

Number of Other Included Managers:          0

Form 13F Information Table Entry Total:     2

Form 13F Information Table Value Total:     $65,961 (in thousands)


List of Other Included Managers:

Provide a numbered list of the name(s) and Form 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.

NONE




                                  ULYS, L.L.C.
                           FORM 13F INFORMATION TABLE
                        QUARTER ENDED DECEMBER 31, 2012



                                                      VALUE    SHRS OR   SH/ PUT/ INVESTMENT  OTHER      VOTING AUTHORITY
      NAME OF ISSUER        TITLE OF CLASS   CUSIP   (x$1000)  PRN AMT   PRN CALL DISCRETION MANAGERS    SOLE    SHARED NONE
--------------------------- -------------- --------- -------- ---------- --- ---- ---------- -------- ---------- ------ ----
                                                                                       
CERES INC                   COM            156773103      141     31,131 SH       SOLE                    31,131
LEXICON PHARMACEUTICALS INC COM            528872104   65,820 29,782,609 SH       SOLE                29,782,609